Pinpoint Advance CORP Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 19th day of April, 2007, by and among Pinpoint Advance Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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2,500,000 Units PINPOINT ADVANCE CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • New York

The undersigned, Pinpoint Advance Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

WARRANT AGREEMENT
Warrant Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • New York

This Warrant Agreement (this “Agreement”) made as of April 19, 2007, by and between Pinpoint Advance Corp., a Delaware corporation, with offices at 4 Maskit Street

THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...
Purchase Option Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) OCTOBER 16, 2007 AND (II) THE CONSUMMATION BY PINPOINT ADVANCE CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON APRIL 19, 2012.

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware

This Agreement is made as of April 19, 2007 by and between Pinpoint Advance Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware

This Agreement is made as of _____, 2007 by and between Pinpoint Advance Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
Subscription Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • Delaware

WHEREAS, the Company and the Subscribers entered into a Subscription Agreement (the “Original Subscription Agreement”), dated as of November 27, 2006, pursuant to which the Subscribers agreed to purchase Units (as defined in the Original Subscription Agreement) of the Company;

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 30th, 2006 • Pinpoint Advance CORP • Blank checks • Delaware

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 27th day of November, 2006 for the benefit of Pinpoint Advance Corp., a Delaware corporation (the “Company”), having its principal place of business at 4 Maskit Street, Herzeliya, Israel 46700 by the persons or entities listed on the signature page hereto under the heading “Subscriber” (each a “Subscriber” and collectively, the “Subscribers”).

FORM OF STOCK ESCROW AGREEMENT
Stock Escrow Agreement • February 21st, 2007 • Pinpoint Advance CORP • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of ________, 2007 (the “Agreement”) by and among Pinpoint Advance Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).

October 18, 2006 New Pole Ltd.
Business Combination Agreement • October 20th, 2006 • Pinpoint Advance CORP
STOCK ESCROW AGREEMENT
Stock Escrow Agreement • May 1st, 2007 • Pinpoint Advance CORP • Blank checks • New York

STOCK ESCROW AGREEMENT, dated as of April 19, 2007 (the “Agreement”) by and among Pinpoint Advance Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).

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